Item 1.01. Conclusion of a significant definitive agreement.
Amendment to the credit agreement
In anticipation of the closing of the Company’s proposed acquisition of Chubb Limited (the “Chubb Acquisition”), the
If the date on which the conditions of Amendment 2 are satisfied or waived (the “Funding Date”), which conditions include the concurrent closing of the Chubb Acquisition, does not occur before the earliest of the following dates: (a) the closing date of the Chubb Acquisition, (b) the termination of the Chubb Acquisition or its closing without funding the 2021 Credit Facilities, or (c) the termination of Amendment No. ° 2 by the Borrower, otherwise Amendment No. 2 will cease to be in force and the credit agreement will revert to its provisions existing before the date of entry into force.
On the Effective Date, (a) the 2021 Additional Term Lenders have agreed to provide a
On the Financing Date, among other things, (a) the Borrower will draw
On the Financing Date, the interest rate applicable to the 2021 Term Loan is, at the option of the Borrower, either (a) a base rate plus an applicable margin equal to 1.75% or (b) a Eurocurrency rate (adjusted by legal reserves) plus an applicable margin equal to 2.75%. Principal repayments on the 2021 Term Loan will begin in the first quarter ending after the Funding Date and will be made in quarterly installments on the last day of each fiscal quarter, for a total annual amount equal to 1.00% of the amount original principal amount of the 2021 Term Loan. The 2021 Term Loan matures on the seventh anniversary after the Funding Date. In addition, the 2021 term loan is subject to the same mandatory prepayment provisions as the Corporation’s existing term loans.
All other material terms of the Credit Agreement, as amended, will remain unchanged.
The closing of the Chubb Acquisition is subject to certain customary closing conditions, and there is no guarantee, and neither the Borrower nor the Company can provide assurance, that the closing of the Chubb Acquisition will take place on or before the deadline.
The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein. by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a
Off-balance sheet arrangement of a registrant.
The information set forth in Section 1.01 of this Current Report on Form 8-K is incorporated into this Section 2.03 by reference.
The following exhibits are filed or furnished as part of this current report on Form 8-K.
Exhibit Number Exhibit Title 10.1 Amendment No. 2 to Credit Agreement, dated
December 16, 2021, by and among APi Group DE, Inc., (the "Borrower"), APi Group Corporation, certain subsidiaries of the Borrower party thereto, Citibank, N.A., as collateral agent and administrative agent, and the lender and letter of credit issuers party thereto. 104.1 Cover Page Interactive Data File (embedded within the inline XBRL document).
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